Rainbow Factory
by Mitslits
Summary: Rainbow Dash has been corrupted by an evil creature and now her friends must pay the price. So what exactly is the the Rainbow Factory...?
1. Chapter 1

Rainbow Factory

Rainbow Dash flew faster. She had been working for months on this project and it was time to show it to her friends. "The Rainbow Castle will soon become our perfect playground!" she thought to herself. "There's a critter corner for Fluttershy, a dressmaking shop for Rarity, a party place for Pinkie Pie, a bake shop for Applejack, a magic corner for Twilight Sparkle, and an aerial flight course for me!" she told herself.

A figure watched from the shadows. His claws slid out and their tips glowed green. The figure flapped its tiny bat wings and fluttered upwards. He soared above Rainbow Dash and his slimy, fish-like lips curled back to reveal pointy yellow teeth. The creature dropped until it was hovering right above the pegasus. The green substance on the end of his claws dripped down and splashed on her mane and then disappeared. The figure grinned and landed. His work was done.

Rainbow Dash stopped in midair. Her wings became a blur. She spun around and zipped back to her Rainbow Castle. She had renovations to do.

Twilight Sparkle heard a knock on her door. She put down her quill and opened the door to see Rainbow Dash standing there. "Oh, hello, Rainbow Dash. What do you want on this fine day?"

The colorful pegasus smiled. "I made something for all of us to play in. You should come check it out. Meet me beneath my house in half an hour", she told Twilight. "See ya there."

Applejack was out in the orchard when she saw a blue streak. "Good to see ya, RD! What kin I do for ya?"

Rainbow Dash repeated what she had told Twilight.

Pinkie Pie bounced around the town. She told Fluttershy and Rarity about Rainbow Dash's new place. "You should come too! I bet it'll be a blast", Pinkie laughed.

Half an hour later the six ponies gathered beneath Rainbow's house. The blue pegasus led them to a large balloon. The two unicorns and earth ponies hopped in all chattering about where they could be going. Fluttershy and Rainbow Dash led the balloon to Cloudsdale.

"Twilight, you guys will have to walk on the clouds", RD told the unicorn. "Can you do the spell that allows you all to?"

Twilight Sparkle nodded and soon they were all trotting towards a secluded corner.

"This is gonna be great!" Pinkie Pie chirped. "I LOVE surprises! Hey, Rainbow Dash, are we almost there?" she asked, bouncing along.

Suddenly Fluttershy halted. She was staring up at large cloudy building with rainbows flowing out of several fissures. "It's beautiful", she gasped. Her eyes spotted a banner hovering just above the tallest pillar. The rainbow factory was written in brilliant colors.

Rainbow Dash flew above the banner. "Welcome!" she cried. "To the Rainbow Factory! Inside there is a special place for all of you. Twilight, you first!" The blue pegasus led Twilight into an opening covered with blue and silver stars.

Twilight did not even notice when Rainbow Dash flew away. Twilight wandered through the room gazing at all the beautiful and rare magical items. Then she gasped. A bookshelf filled with books on magic loomed before her. She dashed towards it. Twilight was fully engulfed in a book on little known spells.

A door on the opposite side of the room creaked open. Twilight jerked her head up. "Hello? Is anypony there?" she asked, trotting towards the door. She peeked into the room. Seeing no one she was about to turn and head back when she spotted a pen and quill on a podium. "I can report to the Princess on the Rainbow Factory!" Twilight Sparkle gasped. She rushed for the podium. The door slammed shut behind her.

Twilight glanced behind her. She frowned. Metal bars slammed down over the firmly shut wooden door. "What's going on?" the unicorn muttered to herself. A sinister laugh echoed through the room.

A blue ball of magic appeared in the middle of the room and exploded into a shape. Trixie glared at Twilight smugly. "Thought you had stopped me when we last met, didn't you? Ha."

Twilight narrowed her eyes. "Trixie, you know I'm not looking for a fight. Why don't you just go away?"

Trixie scowled. "Let me put it in simple terms. I am going to kill you. It will be painful. You don't stand a chance."

The purple unicorn smiled. "Trixie, I think one of your puny magic tricks went wrong and dazed you. I am much more powerful than you. And this place is supposed to be fun not deadly." Twilight looked away and went back to her podium.

"Oh, is that what you really think. You don't know Rainbow Dash." A blue beam shot from Trixie's horn and scratched a large gash in Twilight's flank.

Twilight Sparkle jumped. She glared at the blue unicorn facing her. Another beam hit her in the forehead, causing her to stumble into the podium, spilling the ink. Her horn glowed purple and a bolt of lavender slammed into Trixie's side.

"It. Is. ON!" Trixie screamed. She aimed her horn at Twilight's flank and sent out a blade of blue. It sliced the other unicorn's flesh and caused her to stumble.

Twilight sent a flash of purple at the other unicorn and watched as it bruised her. Then she created a lilac stream and caused it to wrap around Trixie's neck, stopping her airflow.

Trixie struggled to breath. Her horn glowed blue. A light blue and a yellow ball appeared on either side of her. They exploded into shapes as well.

"Don't mess with the Trio!" the light blue unicorn yelled.

"Yeah, you don't want to mess with us!" the yellow one shouted.

It took a moment for Twilight to recognize the two beefy, broad unicorns at Trixie's side. When she did, the lash of purple disappeared. "Snips? Snails? What happened to you two?"

"We work for Trixie now", Snails said menacingly. "And right now, I think our job is to kill you." He fired up his horn. Yellow flames burst from the tip of his horn and pain lanced through Twilight as she was enveloped in flame.

Snails let a wave of electricity shock Twilight Sparkle and he laughed at the look of complete agony on her face.

Twilight writhed in pain and shock. She gasped as Trixie cut her with the blue beams. She tried to fight back, but she was getting weaker and weaker. Soon, Twilight Sparkle breathed her last.

Rainbow Dash flew in. "Good work, Trixie. You guys can go now." Rainbow picked up the body and flew it over to a special part of the factory. She dropped Twilight Sparkle into a small box. The box closed and was transported into another room. The clicking and whirring of gears was heard for a few brief moments then all sound stopped. Rainbow Dash flew outside and joined her friends.

A beautiful rainbow spread across the sky. The purple was especially vivid. So was the red.

"Rarity, your turn", Rainbow Dash said cheerfully. "And don't worry about Twilight. She's enjoying herself in the magic all will see her soon", she smiled. The blue pegasus led the white unicorn into a fully furnished dressmaking shop. Rainbow Dash swiftly exited the room.

Rarity gazed about her in awe. She quickly zipped around looking at the razor-sharp scissors and luxurious silk spread about the room. The only thing missing was needles. She spotted a small door leading to a new room. "Ah, the needles must be in there. It is most likely a storage closet." Rarity trotted into the room. She saw at a glance that it was completely empty. "Now, really, what _is_ the point of this room? I must speak to Rainbow Dash about getting it fixed up." She turned to leave, only to find the door shut and metal bars blocking it. "I say, what is going on here?"

A plaintive mewing echoed throughout the room. "Opalescence?" Rarity called. "Is that you, darling? How in Equestria did you get in here?"

The white cat appeared in the center of the room. "Rarity."

"Opalescence! You can talk?" Rarity exclaimed.

"Oh yes. I've always been able to", the cat hissed. "And I am tired of you belittling me and pandering to me! Now you are going to _pay!_"

Rarity laughed. "This is a good joke, Rainbow Dash! I am quite pleased with your Rainbow Factory!"

Opalescence hissed in pleasure. She yowled loudly. The ground shook beneath Rarity's hooves and exploded beneath her. Diamond Dogs growled as they surrounded her.

Rarity screamed and kicked one in the face. Opalescence and the rest of the Diamond Dogs leaped on the white unicorn. Rarity kicked and lashed out with her hooves, but eventually she was overwhelmed.

Rainbow Dash flew into the room. "Nicely done, Opalescence." She took the body and flew to the box. She joined the other ponies outside and watched as the blue, provided by Rarity's cutie mark, blazed brighter. Two more rainbows popped up. The red and blue beams were very vivid.

"Come on Pinkie Pie. I know how much you love parties!" Rainbow Dash laughed. She led the pink pony into a room and abandoned her.


	2. Chapter 2

Rainbow Factory 2

Pinkie Pie giggled as she entered a room full of balloons, streamers, and cake. She bounced around the place, stopping to examine every detail. She made faces at the balloons and gobbled up some cake. "Wow, this is _so_ amazing!" the pink pony gasped.

A door creaked open and Pinkie immediately hopped towards it. "Maybe there's guests too!" She rounded the corner and laughed when she saw it was empty. The door closed and the metal bars locked her in. Pinkie glanced around uneasily. "Hello? Anypony here?"

A nimbus appeared in the air, thanks to Trixie's magic. A large pop sounded and two figures emerged from the smoke. One was a griffon, the other a full grown alligator with large teeth. The griffon hovered in the air and the alligator fixed its eyes on the pink party pony.

"Gilda! Gummy!" Pinkie Pie shouted. "I'm so glad you're here! Now we can really party!" She began to dance to the music in her head. She rocked back and forth on her heels and hummed along to a tune only she could here. "Come on!" she urged. "Dance with me." She began to sing a few inane words.

Gummy growled and slid closer to her. All of a sudden he lunged forwards and snapped his jaws closed around Pinkie's leg. The pony shrieked. Gilda flew down on Pinkie Pie, using her talons to rip into her mane. When she had a firm hold on Pinkie's mane, Gilda began to fly upwards as Gummy pulled downwards.

Pinkie Pie shrieked her last. Her final thought had been of warning her friends of the danger of the Rainbow Factory.

Rainbow Dash flew in and collected the body. She dumped her into the box and flew outside to watch the new bright rainbows. She smiled at the others gasps of awe. "Why don't you go next Applejack?"

"Sounds good ta me, sugarcube", the orange pony said, trotting after Rainbow's receding form.

The cyan blue pegasus led her friend into a new room and exited once she was sure Applejack was happy.

"An entire place just for bakin' treats", Applejack murmured. She began to work on a large apple pie for all of her friends to share. "This'll be the biggest apple pie Ah've ever made." AJ worked happily until the apples ran out. She noticed a second doorway. "Maybe there'll be more in there", she muttered to herself. She nudged it open with her nose and was halfway into the room before she noticed nothing was in there.

The door, as usual, shut and grew metal bars. "Huh, what? What's going on?" AJ glared at the doors. "Rainbow ya best tell me what's goin' on here!" She heard a noise behind her. She spun and found herself staring into the eyes of the buffalo chief and... "Winona! Ah need yer help! Find Rainbow Dash and git her in here!"

Winona growled and gave one sharp bark. The buffalo moved forwards.

"Winona? What- What are ya doin'? Ah told you ta go get Rainbow..." Applejack glared at the buffalo and bucked it in the face. It staggered back briefly and then it charged her. Winona joined in, biting at any orange flesh that she could see.

Soon Rainbow Dash was flying into the room. She collected AJ's body and tossed it nonchalantly into the box. She rejoined Fluttershy and together the duo watched the rainbows.

"Is it my turn?" Fluttershy asked softly.

"Yep!" RD replied. The two flew in to the Rainbow Factory.


	3. Chapter 3

Rainbow Factory 3

Fluttershy was dropped off in a veritable zoo. Amidst her gasps of delight Rainbow Dash slipped off and chuckled to herself. She flew into a control room where she watched the yellow pegasus trot to every creature and speak a quiet word or two. The cyan pegasus stared at Fluttershy and sighed. What could life have been like if all her friends had lived? What if she gave this one pony a chance? Then she cut off that line of thinking and returned her focus to the screen. Rainbow's hoof pressed a lever and the door swung open.

Fluttershy glanced over towards the open door and galloped through it, hoping for more animals. Her face fell when it registered that the room was empty.

RD pulled the lever back towards her, closing the door. Then she pressed a blue button and the bars closed down over the door.

Fluttershy squeaked and cowered down into a corner. She wondered what was going on.

Rainbow Dash pulled a couple more levers and the Factory did the rest.

Fluttershy's eyes widened in horror as Discord entered the room.

"Well, well, well aren't you a sight for sore eyes?" the creature said, staring down at the cringing pony. "Do you know I actually liked you when you were mad, of course. I think I might just kill you now that you're back to the sniveling shell you were before."

Fluttershy looked up into the grinning face of Discord and smirked. "As if you could kill me", she laughed. She stood up and glared at him. "As if I would allow even one filthy hair on your head to touch me!" she shrieked. Fluttershy's wings worked furiously, beating the air about her. "As if I didn't know what this Rainbow Factory was all about!" She looked straight into the camera Rainbow Dash was watching her through.

Back in the control room, the pegasus stumbled backwards. She hadn't expected anything like this from _Fluttershy_. She narrowed her eyes and exited the control room.

Discord lunged at the yellow pegasus. "I'll teach you to lecture me!"

Fluttershy snorted and brought her hoof down on Discord's head. He fell to the floor and Fluttershy tore his wings from his back. She faced the secret trap door in the ceiling just as Rainbow Dash reached it. "Hello, 'friend'", Fluttershy laughed. She pulled her out of the passage and slammed her into the ground.

The last thing Rainbow saw was Fluttershy's leering smile.

The yellow pegasus flew up through the trapdoor and into the passage. She made her way out of the Rainbow Factory and flew into the clouds, surveying it. Then she swooped back in and gathered up the bodies of Rainbow Dash and Discord. She dumped them into the box and then flew outside again. The new rainbows were beautiful. Fluttershy smirked. "Thought they could take me. Weaklings."

The creature that had corrupted Rainbow Dash watched the new pegasus through narrowed eyes. It raised its tiny bat wings and flew quietly towards her.

Fluttershy heard the tiny flutter of wings and turned to take in a strange creature. It had small bat-like wings and had the body of a snake. Its eyes were those of a cat and it had tiny arms with sharp claws. Green poison lingered at the tips of the claws. Fluttershy smiled softly at what is called a cotilan. "Ah, Poisonfang. I knew you would do your job well. You did an excellent job of corrupting Rainbow. I very much enjoyed the rainbows her factory produced."

The cotilan smiled at the praise and held its head a little higher.

Fluttershy's smile melted as the rainbows disappeared. "The ponies are wearing off. We'll have to find more." She thought for a moment. "I'll go searching in Ponyville for useless ponies. And I could use an assistant." She turned to Poisonfang. "Seek out Scootaloo. She's perfect for the job. Meet me here when you find her."

Poisonfang nodded and took off.

Fluttershy flapped her wings and rose into the air. She headed for Ponyville, mentally reviewing all the useless ponies. Lyra, Bonbon, Mr. And Mrs. Cake. The list went on and on. She was looking forwards to getting to know Scootaloo better. And if the orange filly turned out to be a weakling, well...Ponyville could always use more rainbows.


End file.
